TERRAN ORBITAL CORP Completion of acquisition or disposal of assets, change of directors or principal officers, modification or waiver of code of ethics, change of status of Shell company, financial statements and exhibits (Form 8-K /AT)

Item 2.01 Completion of Acquisition or Disposal of Assets.

The disclosure set forth in the “Introductory Note – Domestication and Merger Operation” in the original Form 8-K is incorporated into this Section 2.01 by reference.

                              FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the prior registrant was a “shell company” (as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (” the Exchange Act”)), since Tailwind Two was immediately prior to the business combination, the registrant must disclose information that

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be required if the registrant files a general securities registration form on Form 10. Following the completion of the business combination, and as set forth below in item 5.06 of this Amendment, Earth orbital ceased to be a front company. As a result, Earth orbital provides the information below that would be included in a Form 10 if Earth orbital required to file a Form 10. Please note that the information provided below relates to Earth orbital as a combined company after the completion of the Business Combination, unless specifically stated otherwise or the context otherwise requires.

Caution Regarding Forward-Looking Statements

This amendment, or certain of the information incorporated herein by reference, contains forward-looking statements. All statements, other than statements of present or historical fact included or incorporated by reference in this Amendment, regarding Earth orbitals future financial results, as well as
Earth orbitals business strategy, future operations, financial condition, estimated revenues and losses, projected costs, earnings outlook, prospects, plans and objectives of management are forward-looking statements. When used in this amendment, the words “plan”, “believe”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “expect”, ” project”, “continue”, “could”, “may”, “could”, “possible”, “potential”, “predict”, “should”, “would” and other similar words and expressions are intended to identify forward-looking statements, but the absence of such words does not mean that a statement is not forward-looking. These forward-looking statements are based on management’s current expectations, assumptions, beliefs, intentions and strategies regarding future events and are based on information currently available as to the outcome and timing of future events. Earth orbital cautions you that these forward-looking statements are subject to all risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Earth orbitalincidental to its activity.

These forward-looking statements are based on information available as of the date of this amendment and on current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, the forward-looking statements contained in this document and in any document incorporated herein by reference should not be taken as representing Earth orbitals seen at any later date, and Earth orbital does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date on which they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Due to a number of known and unknown risks and uncertainties, Earth orbitals actual results or performance may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

        •    expectations regarding Terran Orbital's strategies and future
             financial performance, including Terran Orbital's future business
             plans or objectives, anticipated timing and level of deployment of
             satellites, prospective performance and commercial opportunities and
             competitors, the timing of obtaining regulatory approvals, the ability
             to finance its research and development activities, reliance on
             government contracts and a strategic cooperation agreement with a
             significant customer, retention and expansion of its customer base,
             product and service offerings, pricing, marketing plans, operating
             expenses, market trends, revenues, liquidity, cash flows and uses of
             cash, capital expenditures, and Terran Orbital's ability to invest in
             growth initiatives;



        •    the ability to implement business plans, forecasts, and other
             expectations, and to identify and realize additional opportunities;



        •    anticipated timing, cost and performance of Terran Orbital Earth
             Observation Solutions' planned satellite constellation and the ability
             to successfully deploy and commercialize its business;



        •    anticipated timing, cost, financing and development of Terran
             Orbital's satellite manufacturing capabilities, including Terran
             Orbital's planned new Space Florida Facility;



  •   prospective performance and commercial opportunities and competitors;

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  •   Terran Orbital's ability to finance its research and development activities;



        •    Terran Orbital's success in retaining or recruiting, or changes
             required in, Terran Orbital's officers, key employees or directors;



  •   Terran Orbital's expansion plans and opportunities;



        •    Terran Orbital's ability to comply with domestic and foreign
. . .

Article 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain leaders; Compensatory schemes for certain

Officers.

Upon completion of the business combination on the closing date, and pursuant to the terms of the merger agreement, each officer of Tailwind Two ceased to hold such positions, and Philippe Krim, Matt Eby, Chris Hollod, Wisdom Lu, Tommy Stadlen, Boris Revvin and Michael Kim ceased to serve on the board of directors of Tailwind Two.

Earth orbitals directors and officers to the completion of the Business Combination on the Closing Date are described in the Solicitation Circular/Prospectus in the section entitled “Management of New Terran Orbital following the Business Combination” beginning on page 275 and such information are incorporated by reference.

From the completion of the Business Combination on the Closing Date, the standing committees of Earth orbitals Board of Directors consisting of an audit committee (the “Audit Committee”), a remuneration committee (the “Compensation Committee”) and a nomination and corporate governance committee

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(the “Nominating and Corporate Governance Committee”). James LaChancewho chairs the audit committee, was determined by Earth orbitals The board shall qualify as an “audit committee financial expert”, as that term is defined in Section 407(d)(5) of Regulation SK. The members of the audit committee, the compensation committee and the Nominating and Corporate Governance Committee are described in the management information circular/prospectus in the section titled “Management of New Terran Orbital Following the Business Combination” beginning on page 275 and such information is incorporated by reference.

The information set forth above in the sections entitled “Directors and Senior Officers”, “Executive Compensation”, “Certain Related Party Relationships and Transactions” in Item 2.01 of this Amendment and “Indemnification Agreements” in Item 1.01 of the original Form 8-K is incorporated herein by reference.

In addition, as noted in Item 5.02 of the original Form 8-K, the Stock Incentive Plan became effective on the Closing Date. The material terms of the Stock Incentive Plan are described in the Proxy Circular/Prospectus in the section titled “Proposal No. 10 – The Stock Incentive Plan Proposal” beginning on page 178, which is incorporated herein by reference.

At March 29, 2022the board of directors of Earth orbital approved the payment of the following compensation to non-employee directors of the Corporation for their services on the board of directors of Earth orbital: (i) an annual cash retainer of $90,000; (ii) an initial capital hold of 25,000 restricted stock units with a vesting period of three years from the date of grant; (iii) an annual equity retainer of 17,500 restricted stock units with one year vesting from the date of grant; (iv) an annual cash retainer of $20,000 for the chairman of the audit committee, $15,000 for the Chairman of the Remuneration Committee and $10,000 for the Chairman of the Nominating and Corporate Governance Committee; (v) an annual cash retainer of $10,000 for the other members of the audit committee, $7,500 for the other members of the Compensation Committee and $5,000 for other members of the Nominating and Corporate Governance Committee; and (vi) an additional annual cash retainer of $25,000 for Mr. Sclavos for acting as Lead Independent Director.

Item 5.05 Changes to or Waiver of a Holder’s Code of Ethics

of the Code of Ethics.

Following the closing of the Business Combination, the March 25, 2022, the Board reviewed and adopted a new Code of Business Conduct and Ethics (the “Code of Ethics”). The code of ethics applies to all Earth orbitals directors, officers and employees. The foregoing description of the Code of Ethics is qualified in its entirety by the full text of the Code of Ethics, a copy of which is filed as Schedule 14.1 to this Amendment and incorporated herein by reference. The code of ethics is also available on the investor relations page of Earth orbitals website.

Item 5.06 Modification of the statute of the Shell company.

Following the business combination, Tailwind Two ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) effective upon Closing. Reference is made to the disclosure in the proxy statement/prospectus in the sections entitled “Proposal #1 – The Business Combination Proposal” beginning on page 111 and “Proposal #2 – The Domestication Proposal beginning at page 157, which are incorporated herein by reference. In addition, the information set forth in the “Introductory Note” and under 2.01 of this Amendment, is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents


  (a) Financial statements of business acquired.

Old Terran Orbital’s audited financial statements for the years ended December 31, 2021 and 2020 are set forth in the attached Exhibit 99.1 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited combined pro forma financial information of Tailwind Two and Old Terran Orbital for the year ended December 31, 2021 is set forth in Exhibit 99.2 attached and is incorporated herein by reference.

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  (d) Exhibits



Exhibit No.                                  Description

2.1†                Agreement and Plan of Merger, dated as of October 28, 2021, by
                  and among the Terran Orbital Corporation, Tailwind Two
                  Acquisition Corp. and Titan Merger Sub, Inc. (incorporated by
                  reference to Exhibit 2.1 to Current Report on Form 8-K filed on
                  October 28, 2021).

2.2                 Amendment No. 1 to the Agreement and Plan of Merger, dated as
                  of February 8, 2022, by and among Tailwind Two Acquisition Corp.,
                  Titan Merger Sub, Inc., and Terran Orbital Corporation
                  (incorporated by reference to Exhibit 2.2 to Amendment No. 3 to
                  the Registration Statement on
                  Form S-4 (File No. 333-261378) filed on February 10, 2022).

2.3                 Amendment No. 2 to the Agreement and Plan of Merger, dated as
                  of March 9, 2022, by and among Tailwind Two Acquisition Corp.,
                  Titan Merger Sub, Inc., and Terran Orbital Corporation
                  (incorporated by reference to Exhibit 2.1 to Current Report on
                  Form 8-K filed on March 15, 2022).

3.1                 Certificate of Incorporation of Terran Orbital Corporation
                  (incorporated by reference to Exhibit 3.1 to Current Report on
                  Form 8-K filed on March 28, 2022).

3.2                 Bylaws of Terran Orbital Corporation (incorporated by reference
                  to Exhibit 3.2 to Current Report on Form 8-K filed on March 28,
                  2022).

3.3                 Certificate of Amendment to the Certificate of Incorporation of
                  Terran Orbital Corporation (incorporated by reference to Exhibit
                  3.3 to Current Report on Form 8-K filed on March 28, 2022).

4.1                 Certificate of Corporate Domestication of Tailwind Two
                  Acquisition Corp. (incorporated by reference to Exhibit 4.1 to
                  Current Report on Form 8-K filed on March 28, 2022).

4.2                 Form of Common Stock Certificate of Terran Orbital Corporation
                  (incorporated by reference to Exhibit 4.2 to Current Report on
                  Form 8-K filed on March 28, 2022).

4.3                 Warrant Agreement, dated as of March 9, 2021, between Tailwind
                  Two Acquisition Corp. and Continental Stock Transfer & Trust
                  Company (incorporated by reference to Exhibit 4.1 from the
                  Current Report on Form 8-K filed on March 10, 2021).

4.4                 Private Placement Warrants Purchase Agreement, dated October
                  between Tailwind Two Acquisition Corp. and Tailwind Two Sponsor
                  LLC (incorporated by reference to Exhibit 10.3 from the Current
                  Report on Form 8-K filed on March 10, 2021).

4.5                 Stock and Warrant Purchase Agreement, dated March 25, 2022, by
                  and among Tailwind Two Acquisition Corp., Terran Orbital
                  Corporation, FP Credit Partners II, L.P., FP Credit Partners
                  Phoenix II, L.P., BPC Lending II LLC and Lockheed Martin
                  Corporation (incorporated by reference to Exhibit 4.5 to Current
                  Report on Form 8-K filed on March 28, 2022).

10.1                Sponsor Letter Agreement (incorporated by reference to Exhibit
                  10.1 to Current Report on Form 8-K filed on October 28, 2021).

10.2                Amendment to Sponsor Letter Agreement, dated as of March 25,
                  2022, between Tailwind Two Sponsor, LLC, Tommy Stadlen, certain
                  other persons, Tailwind Two Acquisition Corp. and Terran Orbital
                  Corporation (incorporated by reference to Exhibit 10.2 to Current
                  Report on Form 8-K filed on March 28, 2022).

10.3                Form of Subscription Agreement (incorporated by reference to
                  Exhibit 10.2 to Current Report on Form 8-K filed on October 28,
                  2021).

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10.4               Form of Subscription Agreement (Insider PIPE Investor)
                 (incorporated by reference to Exhibit 10.4 to Current Report on
                 Form 8-K filed on October 28, 2021).

10.5               Form of Terran Orbital Holder Support Agreement (incorporated by
                 reference to Exhibit 10.5 to Current Report on Form 8-K filed on
                 October 28, 2021).

10.6               Amendment to Terran Orbital Holder Support Agreement, dated as
                 of March 25, 2022, Tailwind Two Acquisition Corp., Terran Orbital
                 Corporation and BPC Lending II LLC (incorporated by reference to
                 Exhibit 10.6 to Current Report on Form 8-K filed on March 28,
                 2022).

10.7               Amendment to Terran Orbital Holder Support Agreement, dated as
                 of March 25, 2022, Tailwind Two Acquisition Corp., Terran Orbital
                 Corporation and Lockheed Martin Corporation(incorporated by
                 reference to Exhibit 10.7 to Current Report on Form 8-K filed on
                 March 28, 2022).

10.8               Investor Rights Agreement, dated October 28, 2021, by and among
                 Terran Orbital Corporation, Tailwind Two Acquisition Corp. and the
                 other parties thereto (incorporated by reference to Exhibit 10.5).


10.9               First Amendment to Investor Rights Agreement, dated as of
                 March 25, 2022, by and among Tailwind Two Acquisition Corp.,
                 Terran Orbital Corporation, and other parties thereto
                 (incorporated by reference to Exhibit 10.9 to Current Report on
                 Form 8-K filed on March 28, 2022).

10.10              Form of Indemnification Agreement (incorporated by reference to
                 Exhibit 10.10 to Current Report on Form 8-K filed on March 28,
                 2022).

10.11              Investment Management Trust Account Agreement, dated March 9,
                 2021, between Tailwind Two Acquisition Corp. and Continental Stock
                 Transfer & Trust Company (incorporated by reference to Exhibit
                 10.1 from the Current Report on Form 8-K filed on March 10, 2021).


10.12              Registration and Shareholder Rights Agreement, dated March 9,
                 2021, between Tailwind Two Acquisition Corp. and Tailwind Two
                 Sponsor LLC (incorporated by reference to Exhibit 10.2 from the
                 Current Report on Form 8-K filed on March 10, 2021).

10.13+             Terran Orbital Corporation 2021 Incentive Equity Award Plan
                 (incorporated by reference to Exhibit 10.13 to Current Report on
                 Form 8-K filed on March 28, 2022).

10.14+             Amended and Restated Employment Agreement, dated as of
                 October 23, 2021, by and between Marc Bell and Terran Orbital
                 Corporation (incorporated by reference to Exhibit 10.8 to the
                 Registration Statement on Form S-4 (File No. 333-261378) filed on
                 November 26, 2021).

10.15+             Employment Agreement, dated as of March 15, 2021, by and between
                 Anthony Previte and Terran Orbital Corporation (incorporated by
                 reference to Exhibit 10.9 to the Registration Statement on
                 Form S-4 (File No. 333-261378) filed on November 26, 2021).

10.16+             Employment Agreement, dated as of March 22, 2021, by and between
                 Marco Villa and Terran Orbital Corporation (incorporated by
                 reference to Exhibit 10.10 to the Registration Statement on
                 Form S-4 (File No. 333-261378) filed on November 26, 2021).

10.17              Note Purchase Agreement, dated as of November 24, 2021, by and
                 among Terran Orbital Corporation, the guarantors from time to time
                 party thereto, the purchasers from time to time party thereto and
                 Wilmington Savings Fund Society, FSB, as agent (incorporated by
                 reference to Exhibit 10.11 to the Registration Statement on
                 Form S-4 (File No. 333-261378) filed on November 26, 2021).

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10.18              Amendment No. 1 to Note Purchase Agreement, dated as of March 9,
                 2022, by and among Terran Orbital Corporation, the guarantors from
                 time to time party thereto, the purchasers from time to time party
                 thereto and Wilmington Savings Fund Society, FSB, as agent
                 (incorporated by reference to Exhibit 10.1 to Current Report on
                 Form 8-K filed on March 15, 2022).

10.19              Amendment No. 2 to Note Purchase Agreement, dated as of
                 March 25, 2022, by and among Terran Orbital Corporation, the
                 guarantors from time to time party thereto, the purchasers from
                 time to time party thereto and Wilmington Savings Fund Society,
                 FSB, as agent (incorporated by reference to Exhibit 10.19 to
                 Current Report on Form 8-K filed on March 28, 2022).

10.20#             Second Amended and Restated Strategic Cooperation Agreement,
                 dated as of October 28, 2021, by and among Lockheed Martin
                 Corporation, Terran Orbital Corporation, Tyvak Nano-Satellite
                 Systems, Inc. and PredaSAR Corporation (incorporated by reference
                 to Exhibit 10.12 to Amendment No. 3 to the Registration Statement
                 on Form S-4 (File No. 333-261378) filed on February 10, 2022).

10.21              Amendment No. 7 to Note Purchase Agreement, dated as of
                 March 25, 2022, by and among Terran Orbital Operating Corporation
                 (f/k/a Terran Orbital Corporation), the guarantors from time to
                 time party thereto, the purchasers from time to time party thereto
                 and Lockheed Martin Corporation, as Authorized Representative.

14.1               Code of Business Conduct and Ethics of Terran Orbital
                 Corporation.

21.1               List of Subsidiaries of Terran Orbital Corporation.

99.1               Audited financial statements of Terran Orbital Corporation (Old
                 Terran Orbital) as of and for the years ended December 31, 2021
                 and 2020.

99.2               Unaudited pro forma combined financial information of Tailwind
                 Two Acquisition Corp. and Old Terran Orbital as of and for the
                 year ended December 31, 2021.

99.3               Management's Discussion and Analysis of Financial Condition and
                 Results of Operations of Terran Orbital Corporation (Old Terran
                 Orbital).

104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

† Schedules and attachments to this exhibit omitted pursuant to Section 601(b)(2) of the

SK regulations. The Account Holder hereby undertakes to provide in addition a copy

of any schedule or part omitted from the SECOND on demand.

+ Indicates a management contract or compensation plan.

# Certain confidential parts (indicated by square brackets and asterisks) have been

omitted from this exposition.